On July 11, 2025, the Staff of the SEC's Division of
Corporation Finance revised 18 C+DIs regarding Schedules 13D/G,
largely to conform to the SEC's October 2023 rule amendments, which, most
significantly, shortened the deadlines applicable to such filings
(described in our October 2023 Advisory). Many of the updated
C+DIs correct or update rule references, and/or reflect the new
filing date deadlines. The substantive changes include the
following:
The revised answer to Question 101.01 clarifies that if a security
holder has not acquired any securities since the effective date of
an issuer's registration of securities under Section 12 of the
Securities Exchange Act of 1934 on Form 10, it must file a Schedule
13G (and is not permitted to file a Schedule 13D). The answer
continues to note that if the security holder has acquired any
securities since the registration effective date, the security
holder must consider the application of the 12-month look-back rule
to periods prior to effectiveness.
Under the revised answer to Question 103.06, when one group member
transfers its securities to a parent who is a Schedule 13G filer
but has not acted as a group with the other members, the parent
must file an amended Schedule 13G if becoming the direct beneficial
owner of the transferred securities constitutes a material change
in the information the parent previously disclosed.
Under the revised answer to Question 104.02, all Schedule 13G
filers, without regard to the basis of their filing a Schedule 13G,
must file an amendment to report any material changes in the
information previously disclosed.
Under the revised answer to Question 107.01, if major shareholders
who beneficially own, in the aggregate, more than 5% of an
issuer's registered voting class of equity securities, retain
an investment advisor to persuade the issuer to revise or drop a
rights offering, a group has formed because the shareholders have
acted as a group for the common purpose or goal or holding their
securities (by their joint decision to retain an investment advisor
in a collective attempt to gain influence over a management
decision). A shareholder will cease to be a member of the group
when it no longer acts as a group with the other group members for
the purpose of holding the equity securities of the issuer.
For your reference, links to redlines of all 18 updated C+DIs are
listed below:
Section 101. Section 13(d)
Section 103. Rule 13d-1 — Filing of Schedules 13D and 13G
Section 104. Rule 13d-2 — Filing of Amendments to Schedules 13D or 13G
- Revised Question 104.01
- Revised Question 104.02
- Revised Question 104.03
- Revised Question 104.04
- Revised Question 104.06
- Revised Question 104.07
Section 105. Rule 13d-3 — Determination of Beneficial Ownership
Section 107. Rule 13d-5 — Acquisition of Securities
Section 110. Schedule 13D
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.